Common use of Review of Post-Closing Statement Clause in Contracts

Review of Post-Closing Statement. Parent shall provide the Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representatives, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 2.4(d) (which shall be promptly provided by Parent). On or before the expiration of the Review Period, the Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Representative shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal. If the Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties and not subject to appeal.

Review of Post-Closing Statement. Parent Purchaser shall provide the Seller Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its RepresentativesSeller Representative, to the work papers of ParentPurchaser, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its SubsidiariesSeller, and Parent Purchaser shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Seller Representative shall have thirty sixty (3060) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same same, together with information requested in accordance with this Section 2.4(d2.04(d) (which shall be promptly provided by ParentPurchaser). On or before the expiration of the Review Period, the Seller Representative shall deliver to Parent Purchaser a written statement accepting or disputing the Post-Closing Statement. In the event that the If Seller Representative shall dispute disputes the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Seller Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties parties and not subject to appeal. If the Seller Representative does not deliver a Dispute Statement to Parent Purchaser within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties parties and not subject to appeal.

Review of Post-Closing Statement. Parent shall provide the Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representatives, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Stockholder Representative shall have thirty (30) days following its receipt of the any Post-Closing Statement (the “Review Period”) to review the same together Post-Closing Statement. During the Review Period, the Resolution Period and any additional period until all items in the Dispute Statement are finally resolved as provided in Section 1.8(d), Parent and the Company shall make available to the Stockholder Representative and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Post-Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as the Stockholder Representative (or its Representatives) may reasonably request in connection with information requested in accordance with this Section 2.4(d) (which shall be promptly provided by Parent)its review of such statements. On or before the expiration of the Review Period, the Stockholder Representative shall deliver to Parent a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that the Stockholder Representative shall dispute disputes an item on the Post-Closing Statement, such the Stockholder Representative shall deliver to Parent a statement shall include (a “Dispute Statement”) that includes (i) a reasonably detailed itemization of the Stockholder Representative’s objections and the reasons therefor therefore, together, if applicable, with any available supporting documentation, information and calculations and (such statement, a “Dispute Statement”)ii) the Stockholder Representative’s alternative calculation of each disputed item. Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal. If the Stockholder Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting all items detailed on the Post-Closing Statement, the such Post-Closing Statement shall be final and binding on the Parties and not subject to appeal.

Review of Post-Closing Statement. Parent shall provide the Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representatives, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same together with same. During the Review Period, Parent shall allow the Representative reasonable access during normal business hours to such books, records, work papers, employees and accountants of Parent and the Surviving LLC used in or who have information requested used in accordance with this Section 2.4(d) (which shall be promptly provided by Parent)calculating the amounts set forth in the Post-Closing Statement to the extent reasonably necessary to determine the accuracy of the Post-Closing Statement. On or before the expiration of the Review Period, the Representative shall deliver to Parent a written statement accepting or disputing Parent’s calculation of Net Working Capital, Closing Indebtedness, Third Party Expenses, Closing Cash and Aggregate Exercise Price in the Post-Closing Statement. In the event that the Representative shall dispute any of Parent’s calculations, the Post-Closing Statement, such Representative shall deliver to Parent a statement shall include that sets forth a reasonably detailed itemization of the Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal. If the Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, then Parent’s calculation of Total Cash Consideration set forth in the Post-Closing Statement shall be final and binding on for purposes of this Section 1.11 with respect to the Parties and not subject to appealcalculation of Total Cash Consideration.

Review of Post-Closing Statement. Parent shall provide the Shareholder Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its RepresentativesShareholder Representative, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its SubsidiariesCompany, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Shareholder Representative shall have thirty forty-five (3045) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same same, together with information requested in accordance with this Section 2.4(d2.12(d) (which shall be promptly provided by Parent). On or before the expiration of the Review Period, the Shareholder Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Shareholder Representative shall dispute disputes the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Shareholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties parties and not subject to appeal. If the Shareholder Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties parties and not subject to appeal.

Review of Post-Closing Statement. Parent shall provide the Seller Representative and its Representatives with reasonable access (with the right to make copies, which copies shall be subject to the terms and conditions of the Confidentiality Agreement), during normal business hours upon reasonable advance notice by the Representative and its Representativeshours, to the work papers of Parent, its accountants or any of its other Representatives related to used in the preparation of the Post-Closing Statement, as well as to any reasonably requested in connection with the Seller Representative’s review of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Seller Representative shall have thirty (30) 60 days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 2.4(d1.9(d) (which shall be promptly provided by Parent). On or before the expiration of the Review Period, the Seller Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Seller Representative shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Seller Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties parties hereto and not subject to appeal. If the Seller Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties parties hereto and not subject to appeal.

Review of Post-Closing Statement. Parent shall provide the Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representatives, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Escrow Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same Post-Closing Statement together with information reasonably requested in accordance with this Section 2.4(d) by the Escrow Representative (which shall be promptly provided by Parentto the Escrow Representative). On or before the expiration of the Review Period, the Escrow Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Escrow Representative shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Escrow Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties parties hereto and not subject to appeal. If the Escrow Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties parties hereto and not subject to appeal.

Review of Post-Closing Statement. Parent Buyer shall provide the Representative Lender and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representativeshours, to the work papers of ParentBuyer, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent Buyer shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement, in each case to the extent reasonably required by Lender to complete its review of the Post-Closing Statement. The Representative Lender shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 2.4(d) (which shall be promptly provided by Parent)same. On or before the expiration of the Review Period, the Representative Lender shall deliver to Parent Buyer a written statement accepting or disputing the Post-Closing Statement. In the event that the Representative Lender shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the RepresentativeLender’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal. If the Representative Lender does not deliver a Dispute Statement to Parent Buyer within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties and not subject to appeal.